Terms and Conditions

Context

This page and the referenced pages form Schedule B of the Master Services Contract between any party and Entity.

Product-Specific Terms and Conditions

Please follow the links below to product-specific Terms and Conditions below. In all cases, these product-specific Terms and Conditions serve to augment and not replace Entity's Terms and Conditions in the sections below:

Definition of Terms

The following words and expressions shall have meanings hereby assigned to them except where the context otherwise requires:

"Entity", "us", "we" and "our" means either/both of Entity Hub Limited and/or Entity Communications Limited. These companies are separate trading entities and this association is purely for the purposes of simplifying these Terms and Conditions;
"product", "service", "products and/or services", means the products and services, whether singular or plural, provided by Entity;
"customer", "client", ”your” and "you" means the party or parties who the services are provided to, and agree with our Service Agreement. If you are a partnership, an unincorporated joint venture, the trustees of a trust or otherwise do not have separate legal personality, those terms (unless the context requires otherwise) also include each of your partners, joint venturers, trustees or members jointly and severally, and you are still bound by your acceptance of this Service Agreement despite any changes to your membership or formation, including by death, incapacity, or retirement of any partner, joint venture, trustee or member, the admission of any new partner, joint venture, trustee or member, or in any other way;
“Independent Trustee” means, that if you are the trustee(s) of a trust, any such trustee that is a solicitor, accountant, professional adviser or other person acting in an independent role that is not a beneficiary or settlor of the trust (and whose relatives, spouse or partner, direct or indirect shareholders, directors or other members are not beneficiaries or settlors of the trust).

In addition, in these Terms and unless the context requires otherwise:

headings and examples are for reference only;
the singular includes the plural and vice versa;
a reference to any document or agreement, including these Terms, includes that document or agreement as amended, assigned, novated, supplemented, restated or substituted from time to time, except to the extent prohibited by these Terms;
a reference to a time of day is a reference to New Zealand time;
a reference to any monetary amount is to New Zealand currency;
an Event of Default is continuing until it has been waived in writing by, or remedied to the satisfaction of, us;
a party to your Service Agreement or another agreement includes its successors and its permitted assignees and transferees;
any legislation includes a modification and re-enactment of, legislation enacted in substitution for, and a regulation, order-in-council and other instruments from time to time issued or made under, that legislation; and
a reference to “in writing” (or equivalent) includes provision by email or through online services operated by us.

Acknowledgement

You acknowledge that you have read this Service Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of using the service and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

Severance

Each provision of this Agreement shall be construed separately. If the whole or any part of any such provision may prove to be illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of this Agreement and the parties shall try to agree to substitute provision for that which is invalid or unenforceable.

Pricing

All prices (unless specified) exclude freight and GST, and are subject to change without notice (Error & Omissions Excepted).

Where you are a commercial customer that has a credit term account and you have completed a credit account application, the terms and conditions in that application will apply (in place of the terms and conditions set out below).

Consumer Guarantees Act

If you are buying products normally bought for personal, domestic or household use, you may have certain rights under the Consumer Guarantees Act 1993 (Consumer Guarantees Act) that cannot be excluded or limited. These terms do not limit or alter your rights under the Consumer Guarantees Act (other than in the circumstances permitted under that Act). You can find more information about your rights under the Consumer Guarantees Act at the Ministry of Business, Innovation & Employment's website (www.consumerprotection.govt.nz/general-help/consumer-laws/consumer-guarantees-act) and the Commerce Commission's website (comcom.govt.nz/consumers/your-rights-as-a-consumer).

Acceptance and Amendment

By placing the order for products and/or services through Entity, you are deemed to have accepted the most recent terms and conditions available at www.entity.nz/topic/terms (for the purposes of definition herein, called the Entity Website).

Entity may, without advance notice, amend these terms and conditions from time-to-time, and will do so by posting the new terms and conditions on the Entity website in place of the old. Each and every such amendment shall become effective immediately for all pre-existing and future accounts. It is your responsibility to periodically check the Entity website for updates of this Service Agreement.

Independent trustees: if you are the trustees of a trust, the liability of any Independent Trustee under your Service Agreement is limited to the trust property available to meet that liability. However, this limitation does not apply if the Independent Trustee loses its right to be indemnified out of the trust property, or diminishes the value of the trust property through its fraud or wilful breach of trust (in which case we can claim against the Independent Trustee personally to the extent we are unable to recover amounts due to us from the trust property).

Agreement

Entity agrees to sell and the Customer agrees to buy the products and/or services ordered through Entity.

Price

The purchase price is for products and/or services supplied and is exclusive of installation and maintenance.

The price you pay will be increased by the amount of GST, other taxes and duties which may be applicable and insurance/freight/handling charges (except to the extent already expressly included in the price).

Provided we meet our obligations under the Fair Trading Act 1986, we can revise our prices at any time prior to accepting your order.

Purchase prices are given in New Zealand dollars unless otherwise stated.

You are bound to pay us the price once we ship your order. A quotation does not give rise to a binding contract until you place an order which we subsequently ship.

Pricing for subscriptions is subject to change based on various factors including exchange rates, upstream costs, and other changes in the product definition including upstream providers. We will notify you as soon as possible in advance of changes to these prices.

Payment

If you are an ad hoc customer or are a customer without a credit term account, all products you purchase must be paid for before we can deliver them to you. In the case of intangible products and/or services, they become payable immediately on receipt of an invoice. The due date reflected on the invoice should not be viewed as a target.

If you have been given a credit term account, payment will be due by the 20th of the month following the date of invoice.

We can impose a credit limit on you at any time, and alter it at our discretion with effect from the date that we notify you of such change. If you exceed your credit limit, we can refuse to supply products and/or services to you.

If we at any time consider your creditworthiness to be unsatisfactory we can require security for payment.

You cannot withhold payment or make any deductions from any amount you owe us without our prior written consent.

We reserve the right to apply payments to the oldest outstanding invoice, regardless of any allocations, references or specifications you may apply.

Other Charges

From time-to-time, you may receive a text message (SMS/TXT) to which you may reply. Whilst receiving a text message should be free, any text messages that you send to Entity may incur additional charges from your mobile service provider. Please contact your mobile service provider for details of their fees and charges.

Delivery

Where we agree to transport the products to a specified place, we will deliver, or arrange delivery of, the products to that place. Except where otherwise agreed, you will pay for all resulting transportation costs.

If no place of delivery is specified, delivery shall take place at the time when the products are made available for despatch at our premises.

We can fulfil orders in instalments, and each instalment shall be treated as a separate contract.

If the Consumer Guarantees Act applies to your purchase, we will meet any obligations we have under that Act. Otherwise, if the Consumer Guarantees Act does not apply, any time stated for delivery is an estimate only and no claim shall be made by you on account of late shipment, or delivery however caused.

All freight charges shall be at your cost unless otherwise agreed and stated.

Returns and Cancelled Orders

Without limiting any rights you have under the Consumer Guarantees Act, all products to be returned must have a Products Return Authority issued by us. The issue of a Products Return Authority does not guarantee that we will accept the return.

Changing your mind / purchasing the wrong product by mistake: If you change your mind after making a purchase, or realise you have purchased the incorrect item, you can enjoy the peace of mind that we offer a 7-day exchange policy (excludes special order items). If there is not a suitable product that can be exchanged for your returned item you will be offered a credit on your account or gift card based on the value paid at the time of purchase. Please note, items purchased on finance cannot be exchanged for a gift card. To exchange a product, they must be sealed and/or unopened, with packaging in original condition, and we will need to be notified within 7 days of purchase/delivery. Special order items are excluded and cannot be returned/exchanged if you change your mind/purchase the wrong product by mistake.

Incorrectly supplied products: If you have been accidentally supplied the wrong product, Entity will supply the correct product (where it is available) or issue a credit. In these circumstances, if the Consumer Guarantees Act applies to the purchase, we will meet our obligations under that Act. Otherwise, if the Consumer Guarantees Act does not apply:

to supply the correct product the incorrect product will first need to be returned to us;
we will need to be notified within 7 days of purchase/delivery;
the incorrect product supplied must be in resalable/unused condition.

Products damaged in transit: If your product has been damaged during transit to your delivery address we will replace your product (if it is available) or issue a credit. In these circumstances, if the Consumer Guarantees Act applies to the purchase, we will meet our obligations under that Act. Otherwise, if the Consumer Guarantees Act does not apply, unless we agree otherwise, you must notify us within 24 hours of delivery in order to be eligible for a replacement or credit.

Products that are faulty upon arrival / first use or otherwise: If the product you received from us is faulty upon arrival / first use or where the Consumer Guarantees Act applies, the products do not comply with the guarantees under that Act, we will either repair or replace your product or issue a credit. Without limiting any rights you have under the Consumer Guarantees Act, in order to repair, replace or issue a credit for your faulty product, it will need to be returned to us so we can test and confirm that it is faulty. If the Consumer Guarantees Act applies, we will meet our obligations under that Act, Otherwise, if the Consumer Guarantees Act does not apply, all returns of this nature must be made within 14 days of purchase/delivery.

Express warranty - Products that are faulty within the warranty period: Without limiting any rights you have under the Consumer Guarantees Act, if your product is faulty or has stopped working as intended and is still within the warranty period specified when you purchased your product, Entity will repair or replace your product or issue a credit where a suitable replacement is not available. In order to repair, replace or issue a credit for your faulty product, it will need to be returned to us so we can test and confirm that it is faulty. You may also be able to contact the manufacturer directly to arrange a repair/replacement. Returns of this nature can be made any time within the warranty period and it is your responsibility to cover any costs of returning the product to us (NB: there is no specific warranty period under the Consumer Guarantees Act).

Testing fees and return freight: If you return a product to us that is not faulty, you may be liable for a testing fee and freight charges to return the product to you.

Restocking fees: In some special circumstances including when products are sold to wholesale customers, we may agree (at our discretion) to accept a return of a product that is not faulty. In these situations, there will be a handling fee equal to at least 20% of the value of each product returned. Delivery, service and assembly fees are not credited at all.

Without limiting any rights you have under the Consumer Guarantees Act:

faulty products will be subject to the normal return procedures for the specific brand being returned.
freight charges will not be credited.

You will be liable for all delivery and insurance charges incurred in respect of returned products.

Risk and Ownership

Risk of any loss, damage or deterioration of/to the product and/or services passes to you on execution and/or delivery, or if you state to leave products at a certain location, at the time products are placed there.

Ownership of the products remains with us and does not pass to you until you pay all amounts you owe to us or until we resell the products in accordance with these terms.

While ownership of the products remains with us, you must store them separately or clearly identify them as belonging to us.

We authorise you in the ordinary course of your business to use the products or sell them for full consideration. This authority is revoked from the earlier of the following:

we deem your creditworthiness to be unsatisfactory;
the occurrence of an Event of Default; or
the time that we notify you in writing that this authority is revoked.

We can enter the premises where the products are stored and remove them without being responsible for any damage caused in doing so. We can resell any of the products and apply the proceeds of sale in reduction of amounts you owe to us.

If you resell or use the products before ownership of the products has passed to you, the proceeds of such sale or use shall be received and held by you (in whatever form) in trust for both you and us. Our interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed all amounts you owe us. You will be entitled to the balance of the proceeds.

We can bring an action for the price of the products sold even where ownership of the products may not have passed to you.

If you have not paid for a product and/or service, we reserve the right to attach any other product and/or service we have previously supplied to you in reparation of the outstanding amounts.

Guarantees

If you are an education or business customer, you agree that the Consumer Guarantees Act does not apply.

If you on-supply products and/or services you must:

do so on the basis that the Consumer Guarantees Act does not apply where the party buying the products and/or services is an education or business customer; and
notify consumers that neither we nor any manufacturer undertakes that repair facilities or spare parts will be available.

If you are an education or business customer, you acknowledge that no Express Guarantees (as defined in the Consumer Guarantees Act) are provided.

If you on-supply products and/or services and if a claim is made directly against us by a consumer under the Consumer Guarantees Act then you will refund to us the amount of any damages (up to the value of the margin you made on the products and/or services in question) we are required to pay to that consumer under the Consumer Guarantees Act.

Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act except to the extent permitted by the Act.

Except as otherwise required or prevented by laws, including the Consumer Guarantees Act, or except as expressly provided under these terms, we are not liable for any claim in relation to any products and/or services we supply to you (including as a result of negligence or otherwise) and all representations, guarantees, warranties (Entity Care excluded) and terms of whatever nature, including under the Contract and Commercial Law Act 2017, are completely excluded.

Repairs and Replacements

We do not guarantee that repair facilities and parts will be available for the products supplied.

Default

If you do not pay the price by the due date, we may charge a default penalty at a rate of 2.5% per month calculated on a daily basis on the unpaid portion of the price from the due date until payment in full, plus any GST.

You will, on demand, pay to us any amount we incur (including solicitors and collection agency costs, court costs and disbursements) in recovering payment of any overdue account.

If an Event of Default occurs, we may suspend or terminate any contract with you.

If an Event of Default occurs, all amounts you owe us shall immediately become due and payable notwithstanding that the due date has not arisen.

Without limiting any other rights or remedies, upon termination we will be entitled to repossess and resell any unpaid products and/or services in accordance with the section Risk and Ownership. Termination shall not relieve you from any liability or responsibility that has arisen before the date of termination.

An "Event of Default" means an event where:

you fail to comply with the terms of any contract with us; or
you commit an act of bankruptcy; or
you enter into any composition or arrangement with your creditors; or

If you are a company:

you do anything which would make you liable to be put into liquidation; or
a resolution is passed or an application is made for liquidation;
a receiver or statutory manager is appointed over all or any of your assets; or
you cease or threaten to cease to carry on business.

Force Majeure

Entity shall not be liable for any failure or delay in performance of its service, which is caused by circumstances beyond the reasonable control of Entity including but not limited to acts of God including earthquake or flood or storm or severe weather, acts of war (whether declared or not), insurrection, civil unrest, terrorist action, embargo, explosion or fire, government act or requirements or regulations or any civil or military authority or operation of law, riot or industrial action or dispute or strike or lock-out, pandemic or epidemic or plague or pestilence, or due to technical issues including but not limited to DNS caching, propagation or other DNS issues outside Entity's reasonable control or failure or outage of any telecommunications links or other connections forming part of the Internet which are not under the control of Entity.

Providing Us with Information

You agree to provide true, accurate, current and complete information relating to who the services are being provided to, whether being an individual, organisation or registered company. You also agree to maintain and promptly update your account information to keep it true accurate, current and complete.

If you provide any information that is untrue, inaccurate, not current or incomplete, or Entity has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Entity has the right to suspend or cancel your account without notice and refuse any and all current or future use of our services.

We agree to keep your information private, unless you consent to its disclosure, or we are legally required to disclose it. Entity does not provide credit references unless specifically agreed upon by Entity before the credit reference is requested by a third party.

Use of Information

You agree that we (or other members of our group of companies) may obtain information about you from you or any other person (including any credit or debt collection agencies) in the course of our business, and you consent to any person providing us with such information.

You agree that we may give any information we have about you relating to your creditworthiness to any other person, including any credit or debt collection agency, for credit assessment and debt collection purposes.

You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us or our group of companies. (If you are an individual, i.e. a natural person, you have rights under the Privacy Act 1993 to access and request the correction of any personal information that we hold about you.)

Without limiting the above, we will collect, use, store and disclose your personal information in accordance with our privacy policy, available at www.entity.nz/topics/privacy.

You consent to receive marketing material from us, including via email, text and any other electronic means. We will comply with our obligations under the Unsolicited Electronic Messages Act 2007 in respect of any commercial electronic messages we send to you.

No Liability

Except where provided in the Consumer Guarantees Act, we shall not be liable for any delays or failure in complying with any obligation imposed on us under any contract or for any loss or damage (including indirect or consequential loss of profits, data or damage) as claimed by you.

Except where the Consumer Guarantees Act applies, should any liability in relation to this agreement (or the products and/or services supplied under this agreement) be imposed on Entity for any reason, our total liability to you is limited to the price of those products and/or services supplied by us to which the liability relates. We will not, in any case, be liable for any consequential or special damages, including loss of business profits.

If we are unable to provide our obligations under the terms of this agreement as a result of the events described in the section Force Majeure, or any other cause beyond our reasonable control, then we are released from our obligations under this agreement.

Other Agreements

These terms apply to all transactions where we supply products and/or services to you.

This agreement supersedes the terms of all prior agreements, understandings, representations or warranties (Entity Care excluded) previously given by us or any agent of Entity in respect of products and/or services.

If there is any inconsistency between these terms and any order submitted by you or any other arrangement with us, these terms prevail unless otherwise agreed by us in writing.

If at any time any provision of this agreement becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired.

Waiver

If we exercise or fail to exercise any right or remedy available to us, this shall not prejudice our rights in exercising that or any other right or remedy. Waiver of any term of the contract must be specified in writing by us and signed by an authorised person.

Assignment

You may not transfer or assign all or any of your rights or obligations under this contract without our prior written consent.

Governing Law

This contract and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the courts of New Zealand.

Dispute Resolution

Entity and you will negotiate in good faith and use all reasonable efforts to settle any dispute that may arise out of or relate to this Agreement or any breach of it, before commencing legal proceedings. If any such dispute cannot be settled amicably through ordinary negotiations, the dispute shall be referred to the representatives nominated by each party who will meet in good faith in order to try and resolve the dispute. Nothing shall restrict either party's freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary or trade secret right should such reasonable efforts prove ineffective.

You shall indemnify and keep indemnified Entity against all expenses and liabilities Entity may incur (directly or indirectly and including legal and debt-recovery costs on a full indemnity basis) following any breach by you of any of its obligations under this Service Agreement.

Amendment

Entity may without advance notice amend this Service Agreement from time-to-time and will do so by posting the new Agreement on the Entity website in place of the old. Each and every such amendment shall become effective immediately for all pre-existing and future accounts. It is your responsibility to periodically check the Entity website for updates of this Service Agreement.

Free Freight Promotions / Coupons

Applies to standard-sized items under 20kg, for retail customers only. Does not include Rural, Express, Saturday or overseas shipments. A minimum spend of $10 is also required.

Sale of Restricted Products

Sale of restricted products is subject to various laws. By placing an order for any restricted products and/or services you warrant to Entity that you are of at least the minimum age required for purchase, use and viewing of the restricted products and/or services. When placing an order for restricted products and/or services you warrant that you are not obtaining the restricted products and/or services on behalf of a person that is not eligible to purchase, use or view the restricted products and/or services themselves.

Product Loans and/or Rental

On a case-by-case basis, you may receive products from Entity which are not provided as part of a product sale transaction. Under such conditions, such products remain the property of Entity. In the absence of a co-signed rental or loan agreement, the terms and conditions on this site shall form the entire agreement:

Ownership of all loan and/or rental products shall remain with Entity;
The rights to these loan and/or rental products shall in no way be conferred to the customer;
The customer agrees to insure and continue to insure all loan and/or rental products for full retail replacement value until all products have been returned to Entity;
In the case of loss, theft, damage or any other event, the customer agrees to pay any and all associated replacement costs in full. Such costs include, but are not limited to:

Insurance excess(es);
Freight and shipping;
Associated labour costs.

In the case of loss, theft, damage or any other event, where the customer has neglected to insure or to renew such insurance on any products owned by Entity, whether in part or in whole, the customer agrees to pay any and all associated replacement costs in full at full retail value;
If replacement products are not available at the time of replacement, the customer agrees that the replacement product(s) shall be the direct replacement as specified by the manufacturer(s).

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